TERMS OF USE

1. ACCEPTANCE OF TERMS

1.1.

EDMI Ltd or its relevant subsidiary company that
provides energy meter data services in the applicable territory ("EDMI")
provides the online web reporting and data visualisation application
system called [Clariti], including plug-ins and product components
provided with or as part of that system ("[Clariti]") and the Internet
site ([www.energyclariti.com]) to access [Clariti] (together "the
Service"). By using the Service:

the individual using the Service ("the User") agrees he or she
is bound by these Terms of Use;

if the individual using the Service is an authorised
representative of another person (including, to avoid doubt and without
limit, a company), the individual confirms that he/she has the
authority to bind the other person and binds the other person to these
Terms of Use as "the User" for the purpose of these Terms of Use.

1.2.

If the User does not agree to these Terms of Use, the User
must immediately cease accessing or using the Service. These Terms of
Use are for the benefit of EDMI.

2. GENERAL

2.1. Amendments to the Terms of Use

These Terms of Use may be amended in whole or in part by EDMI from
time to time. Amendments to these Terms of Use are effective upon the
posting of the amended Terms of Use on this website. The User is
responsible for ensuring that it is familiar with the latest Terms of
Use. By continuing to use this website following such an amendment, you
agree to be bound by the amended Terms of Use.

2.2. Use of Service

The User may only access or use the Service:

if it is a party to a written agreement ("the Service
Agreement") with EDMI or a person authorised by EDMI to grant access to
the Service;

only for the purposes set out in that Agreement.

3. AUTHORISATION

3.1. Authorisation

EDMI authorises the User, a non-exclusive and non-transferable
basis, to access and use the Service to use the online [Clariti] Base
Level functionality and New optional Functionality for the sole purpose
of accessing and using, in accordance with the Service Agreement, the
electricity metering information made available under that Agreement
("the Authorisation").

3.2. Security of user name and password

The Service is available and the Authorisation is granted on an
individual user basis via the provision of individual user names (the
User's existing email address) and passwords. The User is responsible
for keeping the user name and password secure. In particular, the User
agrees:

not to permit any other person to use their assigned user name
and password combination;

not to disclose, or provide to any other person, their
assigned user name and password combination;

to notify EDMI immediately upon the User becoming aware of
disclosure of the user name and password combination to a third party.

3.3. Termination

EDMI may (at its discretion) terminate a User's Authorisation if
EDMI considers that the User is contravening any law, acting in a manner
harmful to the interests of EDMI or is breaching these Terms of Use or
the Service Agreement. Further, the Authorisation terminates immediately
on the expiry, repudiation or termination of the Service Agreement.

3.4. Other Limitations

The Authorisation does not entitle the User to receive from EDMI
hard-copy documentation, technical user support, telephone assistance,
or enhancements or updates to the Service.

4. RESTRICTIONS

4.1.

Except as otherwise expressly permitted in these Terms of Use,
the User must not (and must not directly or indirectly allow or cause a
third party to do the following):

use the Service other than for the purpose of
accessing and using the information made available under the Service
Agreement;

modify or create any derivative works of or from
the Service, including translation or localisation

decompile, disassemble, reverse engineer, or
otherwise attempt to derive the source code for the Service;

redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer rights to the Service, including
making available the Service or any part of it to any third party for
any purpose;

merge all or any part of the Service with any
other software, product or service;

remove or alter any trademark, logo, copyright
or other proprietary notices, legends, symbols or labels in or on the
Service;

publish any results of benchmark tests run on
the Service to a third party without EDMI's prior written consent;

attempt to disrupt or undermine the security and
integrity of the Service or any of EDMI's computing systems or networks;
or

use the Service for any illegal purpose or in
contravention of any applicable law.

5. WARRANTY

5.1. Access to the Service

EDMI will use its best endeavours to provide the User with 24 hour
by 7 day access to the Service via the Internet subject to necessary
downtime to maintain (whether planned or unplanned) the Service or its
underlying systems.

5.2. Use of the Service

Subject to clause 5.1, the Service is provided on an "as is"
basis. EDMI makes no representations or warranties of any kind, express
or implied, as to the operation of the Service or the information,
content, materials or products included as part of the Service. To the
full extent permissible by applicable law, EDMI disclaims all warranties,
express or implied, including, but not limited to, implied warranties of
merchantability and fitness for a particular purpose.

5.3 Consumer Guarantees Act 1993

If the User is acquiring the Service for the purposes of a
business, the User agrees that the New Zealand Consumer Guarantees Act
1993 does not apply to the supply of the Service or these Terms of Use.

6. LIMITATION OF LIABILITY AND INDEMNITY

6.1. Limitation of Liability

To the maximum extent permitted by law, any and all liability of
EDMI and its licensors and suppliers to the User or any other person
under or in connection with the Service, these Terms of Use or the
User's use or inability to use the Service is excluded regardless of
whether such liability arises in contract, tort (including but not
limited to negligence), equity, breach of statutory duty or otherwise,
and is excluded in respect of any and all loss or damage, whether direct
or indirect, including, without limit, loss of profits, data, business
or anticipated savings, general and special damages, and consequential
and incidental loss.

6.2. Indemnity

The User shall indemnify and keep indemnified EDMI from and
against any claim, loss, proceeding, damage or liability incurred or
suffered by EDMI or made by, payable to or caused to any third party, and
from and against any cost or expense (including any legal cost and
expense), arising out of or in connection with any breach by the User of
these Terms of Use.

7. ADVERTISING

7.1.

The Service may contain online banner advertisements and links to
other websites. Responsibility for the content of advertisements and
those other websites rests solely with the advertiser. The placement of
these advertisements and links on the Service does not constitute EDMI's
recommendation or endorsement of the advertised product or service. Each
advertiser is solely responsible for any representation made in
connection with its advertisement or with the website linked to the
Service.

8. OWNERSHIP

8.1.

EDMI (or its licensors or suppliers, as the case may be) owns all
proprietary and intellectual property rights (including, to avoid doubt
and without limit, copyright) in and to the Service, including [Clariti]
and all other software and other material underlying and forming part of
the Service. All intellectual property rights are reserved.

9. OTHER CONDITIONS

9.1. Law

These Terms of Use and the use of the Service are governed by
New Zealand law and the User submits to the non-exclusive jurisdiction
of the Courts of New Zealand.

To avoid doubt, EDMI will comply with any local laws in a
territory within which it is operating to the extent that it is
required to do so in order to provide the Service in that territory,
including (without limit) laws regulating meter data service providers
and privacy.

9.2. Severability

If any one or more provision of these Terms of Use is or becomes
invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of these Terms of Use
shall not be affected or impaired by it in any way.

9.3. Force Majeure

Without prejudice to clause 5.1, EDMI has no liability for any
lack of performance, unavailability or failure of the Service, or for
any failure of EDMI to comply with these Terms of Use where the same
arises from any cause beyond the reasonable control of EDMI.

9.4. Waiver

No failure or delay on EDMI's part to enforce its rights under
these Terms of Use shall constitute a waiver of those rights.

9.5. Disclaimer and Privacy Policy

Please familiarise yourself with our Disclaimer and Privacy
Policy which form part of these Terms of Use. These documents are
available on this website and in [Clariti]. In the event of conflict or
disagreement between these Terms of Use and the Privacy Policy, the
Terms of Use will prevail. In the event of conflict or disagreement
between these Terms of Use and the Disclaimer, the Disclaimer will
prevail.